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Exhibit 10.40
ILEX ONCOLOGY, INC.
00000 XXXXXXX XXXXX
XXX XXXXXXX, XXXXX 00000-0000
Xx. Xxxxxxxxx X. Xxxx
00000 Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
Re: Employment Agreement
Xx. Xxxx:
ILEX Oncology, Inc., formerly known as Biovensa Inc. (the "Company") and
you have entered into an Employment Agreement dated as of November 2, 1994 (the
"Agreement"). In order to clarify certain aspects of that Agreement, the
Company and you have determined that Section 8.7 of the Agreement should be
amended and restated in its entirety to read as follows:
"8.7 IRS CONTINGENCY. Notwithstanding anything contained herein to
the contrary, the Company and the Employee agree that they shall
negotiate in good faith to reach an equitable adjustment to the
provisions of this Agreement in the event that (a) the United States
Internal Revenue Service notifies the Cancer Therapy and Research
Foundation of South Texas ("CTRF") and/or CTRC Research Foundation
("CTRC"), or any affiliate thereof, that it will not rule that the
establishment and operation of the Company will not adversely affect
CTRF's, CTRC's or any such affiliate's status as an exempt organization
under Section 501(c)(3) of the Internal Revenue Code, or the Internal
Revenue Service otherwise asserts that the establishment and operation
of the Company may adversely affect CTRF's, CTRC's or any such
affiliate's status as an exempt organization under Section 501(c)(3) of
the Internal Revenue Code, (b) a private ruling is not requested, and
CTRF, CTRC and/or any affiliate thereof are unable to obtain from
qualified tax counsel an opinion satisfactory to each of them to the
effect that the establishment and operation of Seller will not adversely
affect CTRF's, CTRC's or any such affiliate's status as an exempt
organization under Section 501(c)(3) of the Internal Revenue Code or (c)
the Company fails to receive at least three million dollars ($3,000,000)
by June 30, 1996 from the sale to persons other than CTRF, CTRC and
their affiliates of its common or preferred stock. If the Company and
the Employee cannot reach such an agreement within ninety (90) days
subsequent to the occurrence of such an event, this Agreement shall
automatically terminate as of the expiration of that ninety (90) day
period."
The remaining terms of the Agreement shall not be affected by this
letter, and shall remain in full force and effect.
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Please acknowledge your agreement to the aforementioned amendment by
executing this letter in the space provided below.
Sincerely yours,
ILEX Oncology, Inc.
/s/ X. X. Love
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By: Xxxxxxx X. Love
Its: President
Agreed and accepted to April 10 , 1995
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/s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
